#aadth ,,congress  #ast ,session  ,h4   
,r4 #ahci  ,,an ,,act  ,to amend the    
,securities ,act of #aicc to exempt     
certain transactions involving purchases
 by accredited investors1 and for other 
purposes4  #a4 ,short title ,this ,act  
may be cited as the ,reforming ,access  
for ,investments in ,startup            
,enterprises ,act of #bjae or the       
,,raise ,act of #bjae4  #b4 ,exempted   
transactions  7a7 ,exempted transactions
 ,section #d of the ,securities ,act of 
#aicc 7#ae ,u4,s4,c4 #gg;d7 is amended--
  7#a7 in subsection 7a71 by adding at  
the end the following new paragraph3    
7#g7 transactions meeting the           
requirements of subsection 7d74  2  7#b7
 by redesignating the second subsection 
7b7 7relating to securities offered and 
sold in compliance with ,rule #ejf of   
,regulation ,d7 as subsection 7c72 and  
7#c7 by adding at the end the following3
  7d7 ,certain accredited investor      
transactions ,the transactions referred 
to in subsection 7a77#g7 are            

transactions meeting the following      
requirements3 7#a7 ,accredited investor 
requirement ,each purchaser is an       
accredited investor1 as that term is    
defined in section #bcj4eja7;a7 of title
 #ag1 ,code of ,federal ,regulations 7or
 any successor regulation74  7#b7       
,prohibition on general solicitation or 
advertising ,neither the seller1 nor any
 person acting on the seller's behalf1  
offers or sells securities by any form  
of general solicitation or general      
advertising4  7#c7 ,information         
requirement ,in the case of a           
transaction involving the securities of 
an issuer that is neither subject to    
section #ac or #ae7;d7 of the           
,securities ,exchange ,act of #aicd 7#ae
 ,u4,s4,c4 #ghm2 #gho7d771 nor exempt   
from reporting pursuant to section      
#bdj4ab;g#c-b7;b7 of title #ag1 ,code of
 ,federal ,regulations1 nor a foreign   
government 7as defined in section       
#bcj4dje of title #ag1 ,code of ,federal
 ,regulations7 eligible to register     

securities under ,schedule ,b1 the      
seller and a prospective purchaser      
designated by the seller obtain from the
 issuer1 upon request of the seller1 and
 the seller in all cases makes available
 to a prospective purchaser1 the        
following information 7which shall be   
reasonably current in relation to the   
date of resale under this section73     
7,a7 ,the exact name of the issuer and  
the issuer's predecessor 7if any74  7,b7
 ,the address of the issuer's principal 
executive offices4  7,c7 ,the exact     
title and class of the security4  7,d7  
,the par or stated value of the         
security4  7,e7 ,the number of shares or
 total amount of the securities         
outstanding as of the end of the        
issuer's most recent fiscal year4  7,f7 
,the name and address of the transfer   
agent1 corporate secretary1 or other    
person responsible for transferring     
shares and stock certificates4  7,g7 ,a 
statement of the nature of the business 
of the issuer and the products and      

services it offers1 which shall be      
presumed reasonably current if the      
statement is as of #ab months before the
 transaction date4  7,h7 ,the names of  
the officers and directors of the       
issuer4  7,i7 ,the names of any persons 
registered as a broker1 dealer1 or agent
 that shall be paid or given1 directly  
or indirectly1 any commission or        
remuneration for such person's          
participation in the offer or sale of   
the securities4  7,j7 ,the issuer's most
 recent balance sheet and profit and    
loss statement and similar financial    
statements1 which shall--  7i7 be for   
such part of the #b preceding fiscal    
years as the issuer has been in         
operation2  7ii7 be prepared in         
accordance with generally accepted      
accounting principles or1 in the case of
 a foreign private issuer1 be prepared  
in accordance with generally accepted   
accounting principles or the            
,international ,financial ,reporting    
,standards issued by the ,international 

,accounting ,standards ,board2  7iii7 be
 presumed reasonably current if-- 7,i7  
with respect to the balance sheet1 the  
balance sheet is as of a date less than 
#af months before the transaction date2 
and  7,,ii7 with respect to the profit  
and loss statement1 such statement is   
for the #ab months preceding the date of
 the issuer's balance sheet2 and  7iv7  
if the balance sheet is not as of a date
 less than #f months before the         
transaction date1 be accompanied by     
additional statements of profit and loss
 for the period from the date of such   
balance sheet to a date less than #f    
months before the transaction date4     
7,k7 ,to the extent that the seller is a
 control person with respect to the     
issuer1 a brief statement regarding the 
nature of the affiliation1 and a        
statement certified by such seller that 
they have no reasonable grounds to      
believe that the issuer is in violation 
of the securities laws or regulations4  
7#d7 ,issuers disqualified ,the         

transaction is not for the sale of a    
security where the seller is an issuer  
or a subsidiary1 either directly or     
indirectly1 of the issuer4  7#e7 ,bad   
actor prohibition ,neither the seller1  
nor any person that has been or will be 
paid 7directly or indirectly7           
remuneration or a commission for their  
participation in the offer or sale of   
the securities1 including solicitation  
of purchasers for the seller is subject 
to an event that would disqualify an    
issuer or other covered person under    
,rule #ejf7;d77#a7 of ,regulation ,d    
7#ag ,,cfr #bcj4ejf7;d77#a77 or is      
subject to a statutory disqualification 
described under section #c7;a77#ci7 of  
the ,securities ,exchange ,act of #aicd4
  7#f7 ,business requirement ,the issuer
 is engaged in business1 is not in the  
organizational stage or in bankruptcy or
 receivership1 and is not a blank check1
 blind pool1 or shell company that has  
no specific business plan or purpose or 
has indicated that the issuer's primary 

business plan is to engage in a merger  
or combination of the business with1 or 
an acquisition of1 an unidentified      
person4  7#g7 ,underwriter prohibition  
,the transaction is not with respect to 
a security that constitutes the whole or
 part of an unsold allotment to1 or a   
subscription or participation by1 a     
broker or dealer as an underwriter of   
the security or a redistribution4  7#h7 
,outstanding class requirement ,the     
transaction is with respect to a        
security of a class that has been       
authorized and outstanding for at least 
#ij days prior to the date of the       
transaction4  7e7 ,additional           
requirements  7#a7 ,in general ,with    
respect to an exempted transaction      
described under subsection 7a77#g73 7,a7
 ,securities acquired in such           
transaction shall be deemed to have been
 acquired in a transaction not involving
 any public offering4  7,b7 ,such       
transaction shall be deemed not to be a 
distribution for purposes of section    

#b7;a77#aa74  7,c7 ,securities involved 
in such transaction shall be deemed to  
be restricted securities within the     
meaning of ,rule #add 7#ag ,,cfr        
#bcj4add74  7#b7 ,rule of construction  
,the exemption provided by subsection   
7a77#g7 shall not be the exclusive means
 for establishing an exemption from the 
registration requirements of section #e4
  4  7b7 ,exemption in connection with  
certain exempt offerings ,section       
#ah7;b77#d7 of the ,securities ,act of  
#aicc 7#ae ,u4,s4,c4 #ggr7b77#d77 is    
amended--  7#a7 by redesignating the    
second subparagraph 7,d7 and            
subparagraph 7,e7 as subparagraphs 7,e7 
and 7,f71 respectively2  7#b7 in        
subparagraph 7,e71 as so redesignated1  
by striking 2 or and inserting a        
semicolon2  7#c7 in subparagraph 7,f71  
as so redesignated1 by striking the     
period and inserting 2 or2 and  7#d7 by 
adding at the end the following new     
subparagraph3  7,g7 section #d7;a77#g74 
4  ,passed the ,house of                

,representatives ,october #f1           
#bjae4;,clerk4